Exhibit 10.20

         EXECUTIVE INCENTIVE COMPENSATION PLAN FOR FISCAL 2000

1.   Purpose.  The purpose of the Executive Incentive Compensation
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     Plan (the "Plan") is to further the growth and success of
     Mallinckrodt Inc. (the "Company") and its subsidiaries by
     providing key employees of the Company with additional incentives
     to contribute to the growth and success of the Company as
     measured by achievement against the objectives set forth in this
     Plan.

2.   Administration.  The Plan shall be administered by the
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     Organization and Compensation Committee of the Board of Directors
     of the Company (the "Committee").  The Committee is authorized,
     subject to the provisions of the Plan, to establish from time-to-
     time such rules and regulations and make such interpretations and
     determinations as it may deem necessary or advisable for the
     proper administration of the Plan and all such rules,
     regulations, interpretations and determinations shall be binding
     upon all participants in the Plan.

3.   Participation.  Within three (3) months after the beginning of
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     the Company's fiscal year beginning July 1, 1999 ("Fiscal 2000"),
     the Committee shall designate those key employees who are to
     become participants in the Plan.  Notwithstanding the foregoing,
     the Committee shall have the discretion to designate additional
     participants in the Plan after such three (3) month period if and
     to the extent they are key employees of the Company. Each such
     designation shall be in writing and shall be filed with the Vice
     President, Human Resources of the Company.

4.   Target Incentive Awards.  The Target Incentive Award ("Target
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     Award") for a participant in the Plan for Fiscal 2000 shall be
     the amount (as approved by the Committee) communicated to such
     participant in writing by the Committee or its designee, on or
     before the end of the third month of Fiscal 2000.  Such Target
     Award shall be payable in whole or in part (and if at all) only
     in accordance with the provisions set forth in this Plan.
     Notwithstanding the foregoing or any other provision hereof, all
     Target Awards hereunder shall be indexed against changes in the
     Company's common stock price from the beginning to the end of
     Fiscal 2000 as determined in the following manner:  the amount of
     any Target Award to be used in determining the amount payable to
     a participant hereunder shall be increased or reduced, as
     appropriate, by the percentage change in the Company's common
     stock price calculated by comparing the average of the high and
     low price of the Company's common stock, as reflected on the New
     York Stock Exchange Composite transactions tape ("NYSE Tape"),
     during the last fifteen (15) New York Stock Exchange trading
     dates of Fiscal 2000 against the average of the high and low
     price of the Company's common stock, as reflected on the NYSE
     Tape, during the last fifteen (15) New York Stock Exchange
     trading days of Fiscal 1999.  Unless and to the extent otherwise
     specifically set forth herein, any and all references to a Target
     Award in this Plan shall mean and refer to a Target Award as
     indexed pursuant to the immediately preceding sentence.

5.   Performance Objectives.
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     (a)  Not later than the end of the second month of Fiscal 2000,
          the Committee, after consultation with the Chief Executive
          Officer ("CEO") of the Company, shall establish financial
          performance objectives for the Plan for Fiscal 2000 (the
          "Performance Objectives").

     (b)  Notwithstanding the provisions of paragraph (a) immediately
          above, the Committee may, after consultation with the CEO,
          cause adjustments to be made to the Performance Objectives
          as a consequence of income or loss attributable to any
          business acquired or divested during Fiscal 2000 or any
          other transaction or any adjustment on the books of account
          of the Company occurring during Fiscal 2000 identified by
          the Committee as being of an unusual and nonrecurring
          nature, provided that the Committee shall not so exclude any
          such item unless it shall be satisfied that it was not taken
          into account in arriving at the Performance Objectives for
          Fiscal 2000.

     (c)  Not more than three (3) months after the beginning of Fiscal
          2000, all participants shall be notified of the Performance
          Objectives.  Such Performance Objectives shall not be
          changed unless approved by the Committee upon the
          recommendation of the Chief Executive Officer of the Company
          ("CEO").

6.   Threshold Percentage; Maximum Percentage.
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     (a)  No later than the end of the third month of Fiscal 2000, the
          Committee, after consultation with the CEO, shall establish
          for the participants hereunder a minimum percentage of
          achievement (the "Threshold Percentage") with respect to the
          Performance Objectives.  If the Threshold Percentage is not
          achieved, there will be no payment of incentive awards
          hereunder except as provided in Section 6(c) below.

     (b)  No later than the end of the third month of Fiscal 2000, the
          Committee, after consultation with the CEO, shall establish
          for the participants hereunder a schedule of incentive
          awards to be paid hereunder expressed as a percentage of the
          Target Award for each participant based on the percentage of
          achievement of the Performance Objectives in excess of the
          Threshold Percentage; provided that, in no event will any
          participant be entitled to receive an amount in excess of
          two hundred percent (200%) of his or her Target Award prior
          to indexation to stock price ("Maximum Percentage"), except
          as provided in Section 6(c) or Section 8(d) below.

     (c)  If the Threshold Percentage is not met or the Maximum
          Percentage is exceeded, the Board of Directors may, in
          either case and upon the Committee's recommendation,
          establish a special award pool for distribution to the
          participants in a manner in which the Board of Directors
          shall determine and in an amount which is reasonably related
          to the actual performance of the Company and the
          participants.  The special award pool shall be combined with
          any payment of incentive awards based on achievement of the
          Maximum Percentage as specified in Section 6(b) above.

7.   Payment and Vesting of Incentive Awards.
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     (a)  Except as otherwise provided in Section 8 hereof following a
          Change in Control (as hereinafter defined), promptly after
          the end of Fiscal 2000, the Chief Financial Officer ("CFO")
          of the Company shall report to the CEO and the Committee the
          percentage of achievement of the Performance Objectives with
          respect to the Plan and the stock price indexing of Target
          Awards as calculated pursuant to Section 4 above.  If the
          Threshold Percentage has been exceeded but the Maximum
          Percentage has not been exceeded, the Committee shall
          empower the Vice President, Human Resources and other
          appropriate officers and employees of the Company to make
          payment of incentive awards to the participants in
          accordance with the requirements hereof, including but not
          limited to the provisions of Section 7(c) below.  If either
          the Threshold Percentage has not been attained or the
          Maximum Percentage has been exceeded, the Committee, if it
          determines that it is appropriate to do so, will establish a
          special award pool in accordance with Section 6(c) above to
          be allocated for payment to each individual participant in
          the same proportion as such participant's Target Award bears
          to the total of all Target Awards established hereunder,
          with such adjustments as the Committee deems necessary to
          account for participants who are employed by the Company for
          less than all of Fiscal 2000. Regardless of when payment of
          any awards is to be made to participants hereunder, any
          award to which a participant is entitled hereunder shall,
          absent a Change in Control, become fully vested to the
          account of the participant on the last day of Fiscal 2000.

     (b)  A participant who is otherwise eligible to receive an
          incentive award pursuant to the terms of this Plan must be
          actively employed by the Company (or a subsidiary thereof)
          on the last day of Fiscal 2000 to be eligible to receive any
          portion of an incentive award hereunder.  However, if a
          participant's employment is terminated prior to the last day
          of Fiscal 2000 by reason of the participant's death,
          disability or retirement, the participant (or the
          participant's designated beneficiary in the event of his or
          her death), shall be entitled to receive, [at the sole
          discretion of the Committee,] an amount determined by
          multiplying the incentive award which otherwise would have
          been payable pursuant to this Plan had the participant
          remained an employee through the last day of Fiscal 2000 by
          a fraction, the numerator of which is the number of days
          during Fiscal 2000 that the participant was employed by the
          Company (or a subsidiary thereof) and the denominator of
          which is 365.  For purposes of this Plan, "retirement" means
          retirement at or after age 55, but shall not include any
          termination of a participant for Cause (as defined in
          Section 8(c) hereof).  If a participant hereunder begins
          employment after the first day of Fiscal 2000, the
          participant's incentive award for Fiscal 2000 shall be
          determined by an appropriate proration consistent with the
          intent set forth in this paragraph (b).

     (c)  Unless the participant elects otherwise pursuant to
          paragraph (d) of Section 7 or unless required otherwise
          pursuant to the provisions of paragraph (e) of Section 7,
          payment of incentive awards to participants under the Plan
          with respect to Fiscal 2000 shall be made in cash in a lump
          sum (net of any required withholding taxes) within seventy
          five (75) days after the close of Fiscal 2000.

     (d)  A participant (other than participants that are not either
          United States citizens or permanently resident in the United
          States) may elect to defer payment of his or her actual
          incentive award for Fiscal 2000 by written notice submitted
          to the Committee not later than thirty (30) days after the
          date on which a participant has been provided notice of his
          or her Target Award and the Plan Performance Objectives.  A
          participant electing to defer may have his or her award paid
          in one of the following ways:

          i.  with the consent of the Committee, in a lump sum payment
              or in a series of not less than five (5) nor more than
              ten (10) installments commencing no earlier than seventy
              five (75) days after the end of Fiscal 2000 and not
              later than sixty (60) days after the end of the calendar
              year in which the participant terminates his employment,
              whether by death, disability, normal or early
              retirement, pursuant to the Company's retirement plan,
              or any other reason, it being understood that the
              Committee may, upon request by a participant prior to
              his or her termination of employment, in the Committee's
              sole discretion, deem that any period of consultancy
              with the Company which is commenced immediately upon a
              participant's termination of employment is a
              continuation of employment for purposes of this
              subparagraph (i) only; or

         (ii) with the consent of the Committee, in a lump sum payment
              on any other date or in a series of not less than five
              (5) nor more than ten (10) installments commencing on
              any other date as may be agreed upon by the participant
              and the Committee; provided however, should a
              participant terminate employment prior to such agreed
              upon date, the Committee may, in its sole discretion,
              pay all such participant's awards deferred pursuant to
              this subparagraph (ii), plus interest accrued thereon,
              to such participant no later than sixty (60) days after
              the date of termination of employment.

     All incentive awards hereunder, whether deferred or not, shall be
     payable in cash (net of any required withholding of taxes).

     Notwithstanding the election to defer made by the participant
     pursuant to the foregoing, the Committee in its sole discretion
     may, upon the death or disability of a participant during Fiscal
     2000 and who was still employed at the time of such death or
     disability, pay  such participant's deferred awards under this
     Plan plus accrued interest thereon to the participant or to such
     participant's designated beneficiary (as applicable) in a lump
     sum no later than sixty (60) days after the end of the calendar
     year in which the participant's death or disability occurs.

     A participant's deferred compensation account shall not be
     trusteed, nor will such account represent any obligation on the
     part of the Company other than the contractual obligations
     specified in the applicable award deferral agreement.  The
     Company agrees to accrue interest on the participant's deferred
     compensation account at the end of each month at a rate equal to
     the prime rate being charged or quoted by Citibank on and as of
     the first day of the particular calendar quarter in which such
     month occurs.

     (e)  Notwithstanding any other provision of this Plan that may be
          interpreted to the contrary, the Committee, in its sole
          judgment and discretion, may determine, because of the
          adverse impact of any tax or other laws, rules or
          regulations upon the Company or for the advancement of any
          other corporate purpose, interest or objective, that it is
          necessary or desirable that all or some portion of the
          incentive award otherwise payable to all or any similarly
          situated group of participants in accordance with this Plan
          be deferred until such time or times as payment of all or
          some of such deferred amounts to the participant would not
          subject the Company to any such adverse impact.  Further, it
          is understood that, with respect to a participant who is a
          "covered employee" within the meaning of Section 162(m) of
          the Internal Revenue Code of 1986, as amended, payments of
          incentive awards shall be automatically deferred to the
          extent necessary until such time as either (i) payment of
          all or a portion of any such deferred incentive awards can
          be made to such an employee in a manner that will ensure
          full tax deductibility therefor to the Company or (ii) such
          employee ceases to be a "covered employee".  It is
          understood that no participant in this Plan shall be
          entitled to receive payment of any incentive award hereunder
          or to be a participant in this Plan unless such participant
          shall execute such documents as the Company shall provide
          specifying that participation in the Plan is conditional
          upon the participant's understanding and acceptance of the
          discretionary authority granted to the Committee pursuant to
          this Section 7(e) and Section 9 hereof.  In the event of an
          automatic deferral of all or any portion of a participant's
          incentive award pursuant to this Section 7(e), any such
          deferred amounts shall accrue interest until paid at the
          rate set forth in the last sentence of Section 7(d).

8.   Change in Control.
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     (a)  For purposes of the Plan, "Change in Control" means the
          occurrence of any one of the following events:
          (i) any "person" (as such term is defined in Section 3(a)(9)
              of the Securities Exchange Act of 1934 (the "Exchange
              Act") and as used in Sections 13(d)(3) and 14(d)(2) of
              the Exchange Act) is or becomes a "beneficial owner" (as
              defined in Rule 13d-3 under the Exchange Act), directly
              or indirectly, of securities of the Company representing
              20% or more of the combined voting power of the
              Company's then outstanding securities eligible to vote
              for the election of the Board of Directors (the "Company
              Voting Securities"); provided, however, that the event
              described in this subparagraph (i) shall not be deemed
              to be a Change in Control by virtue of any of the
              following acquisitions:  (A) by the Company or any
              subsidiary of the Company, (B) by any employee benefit
              plan sponsored or maintained by the Company or any
              subsidiary of the Company, (C) by any underwriter
              temporarily holding securities pursuant to an offering
              of such securities, (D) pursuant to a Non-Control
              Transaction (as defined in subparagraph (iii) below),
              (E) with respect to any specific participant, pursuant
              to any acquisition by the participant or any group of
              persons including the participant, or (F) except as
              provided in subparagraph (iii) below, in which Company
              Voting Securities are acquired from the Company, if a
              majority of the Board approves a resolution providing
              expressly that such acquisition does not constitute a
              Change in Control under this subparagraph (i);

         (ii) individuals who, on the date of adoption of this
              Executive Incentive Compensation Plan, constitute the
              Board of Directors (the "Incumbent Board") cease for any
              reason to constitute at least a majority thereof,
              provided that any person becoming a director subsequent
              to the date of adoption of this Executive Incentive
              Compensation Plan, whose election, or nomination for
              election, by the Company's stockholders was approved by
              a vote of at least a majority of the directors
              comprising the Incumbent Board (either by a specific
              vote or by approval of the proxy statement of the
              Company in which such person is named as a nominee for
              director, without objection to such nomination) shall
              be, for purposes of this paragraph (ii), considered as
              though such person were a member of the Incumbent Board;
              provided, however, that no individual initially elected
              or nominated as a director of the Company as a result of
              an actual or threatened election contest with respect to
              directors or any other actual or threatened solicitation
              of proxies or consents by or on behalf of any person
              other than the Board of Directors shall be deemed to be
              a member of the Incumbent Board;

        (iii) the consummation of a merger, consolidation, share
              exchange or similar form of corporate reorganization of
              the Company or any such type of transaction requiring
              the approval of the Company's stockholders (whether for
              such transaction or the issuance of securities in the
              transaction or otherwise), or the consummation of the
              direct or indirect sale or other disposition of all or
              substantially all of the assets, of the Company (a
              "Business Combination"), unless immediately following
              such Business Combination:  (A) more than 50% of the
              total voting power of the publicly traded corporation
              resulting from such Business Combination (including,
              without limitation, any corporation which directly or
              indirectly has beneficial ownership of 100% of the
              Company Voting Securities or all or substantially all of
              the Company's assets) eligible to elect directors of
              such corporation is represented by shares that were
              Company Voting Securities immediately prior to such
              Business Combination (either by remaining outstanding or
              being converted), and such voting power is in
              substantially the same proportion as the voting power of
              such Company Voting Securities immediately prior to the
              Business Combination, (B) no person (other than any
              publicly traded holding company resulting from such
              Business Combination, any employee benefit plan
              sponsored or maintained by the Company (or the
              corporation resulting from such Business Combination),
              or any person which beneficially owned, immediately
              prior to such Business Combination, directly or
              indirectly, 20% or more of the Company Voting Securities
              (a "Company 20% Stockholder")) becomes the beneficial
              owner, directly or indirectly, of 20% or more of the
              total voting power of the outstanding voting securities
              eligible to elect directors of the corporation resulting
              from such Business Combination and no Company 20%
              Stockholder increases its percentage of such total
              voting power, and (C) at least a majority of the members
              of the board of directors of the corporation resulting
              from such Business Combination were members of the
              Incumbent Board at the time of the approval of the Board
              of Directors of the execution of the initial agreement
              providing for such Business Combination (any transaction
              satisfying (A), (B) and (C) immediately above a "Non-
              Control Transaction"); or

         (iv) the stockholders of the Company approve a plan of
              complete liquidation or dissolution of the Company.


         Notwithstanding the foregoing, a Change in Control of
         the Company shall not be deemed to occur solely because
         any person acquires beneficial ownership or more than
         20% of the Company Voting Securities as a result of the
         acquisition of Company Voting Securities by the Company
         which, by reducing the number of Company Voting
         Securities outstanding, increases the percentage of
         shares beneficially owned by such person; provided that,
         if a Change in Control of the Company would occur as a
         result of such an acquisition by the Company (if not for
         the operation of this sentence), and after the Company's
         acquisition such person becomes the beneficial owner of
         additional Company Voting Securities that increases the
         percentage of outstanding Company Voting Securities
         beneficially owned by such person, then a Change in
         Control of the Company shall occur.

     (b) For purposes of the Plan, "Good Reason" with respect to a
         participant means, without such participant's express
         written consent, the occurrence of any of the following
         events after a Change in Control:

         (i)  (1) the assignment to such participant of any duties or
              responsibilities (including reporting responsibilities)
              inconsistent in any material and adverse respect with
              the participant's duties and responsibilities with the
              Company immediately prior to such Change in Control
              (including any material and adverse diminution of such
              duties or responsibilities), it being understood that
              Good Reason shall not be deemed to occur upon a change
              in duties or responsibilities that is solely and
              directly a result of the Company no longer being a
              publicly traded entity, and does not involve any other
              event set forth in this paragraph (b) or (2) a material
              and adverse change in such participant's titles or
              offices with the Company as in effect immediately prior
              to such Change in Control;

         (ii) a reduction by the Company in such participant's rate of
              annual base salary or target annual bonus or other
              incentive compensation opportunity as in effect
              immediately prior to such Change in Control or as the
              same may be increased from time to time thereafter;

        (iii) any requirement of the Company that such participant (1)
              notwithstanding his or her objection, be based anywhere
              more than fifty (50) miles from the location where the
              participant's employment is located at the time of the
              Change in Control or (2) travel on Company business to
              an extent substantially greater than the travel
              obligations of the participant immediately prior to such
              Change in Control; or

         (iv) the failure of the Company to (1) continue in effect any
              employee benefit plan or compensation plan in which such
              participant is participating immediately prior to such
              Change in Control (including the taking of any action by
              the Company which would adversely affect the
              participant's participation in or materially reduce the
              participant benefits under any such plan), unless the
              participant is permitted to participate in other plans
              providing the participant with substantially comparable
              benefits, (2) provide such participant and the
              participant's dependents with welfare benefits in
              accordance with the most favorable plans, practices,
              programs and policies of the Company and its affiliated
              companies in effect for the participant immediately
              prior to such Change in Control or provide substantially
              comparable benefits at a substantially comparable cost
              to the participant, (3) provide fringe benefits in
              accordance with the most favorable plans, practices,
              programs and policies of the Company and its affiliated
              companies in effect for such participant immediately
              prior to such Change in Control, or provide
              substantially comparable fringe benefits, or (4) provide
              such participant with paid vacation in accordance with
              the most favorable plans, policies, programs and
              practices of the Company and its affiliated companies as
              in effect for the participant immediately prior to such
              Change in Control (including crediting the participant
              with all service credited to him or her for such purpose
              prior to the Change in Control), unless the failure to
              provide such paid vacation is a result of a policy
              uniformly applied by the entity acquiring the Company to
              its employees.

              Notwithstanding the foregoing portions of this paragraph
              (b), an isolated and inadvertent action taken in good
              faith and which is remedied by the Company within ten
              (10) days after receipt of notice thereof given by the
              participant shall not constitute Good Reason.  The
              participant must notify the Company of an event
              constituting Good Reason within ninety (90) days
              following his or her knowledge of its existence or such
              event shall not constitute Good Reason under the Plan.

     (c)  For purposes of the Plan, "Cause" means with respect to a
          participant (i) the willful and continued failure of such
          participant substantially to perform his or her duties with
          the Company (other than any failure due to physical or
          mental incapacity) after a demand for substantial
          performance is delivered to him or her by the Committee
          which specifically identifies the manner in which the
          Committee believes he has not substantially performed his or
          her duties or (ii) willful misconduct materially and
          demonstrably injurious to the Company.  No act or failure to
          act by a participant shall be considered "willful" unless
          done or omitted to be done by him or her not in good faith
          and without reasonable belief that his or her action or
          omission was in the best interest of the Company.  The
          unwillingness of a participant to accept any condition or
          event which would constitute Good Reason under paragraph (b)
          of this Section 8 may not be considered by the Committee to
          be a failure to perform or misconduct by a participant.  The
          Company must notify the participant of an event constituting
          Cause within ninety (90) days following its knowledge of the
          event's existence or such event shall not constitute Cause
          under the Plan.

     (d)  If a Change in Control of the Company occurs at any time
          during Fiscal 2000, and a participant's employment with the
          Company and its subsidiaries is terminated at any time after
          such Change in Control but on or prior to the last day of
          Fiscal 2000 and such termination is effected (i) by the
          Company (other than for Cause, disability (within the
          meaning of the Company's long-term disability plan) or
          mandatory retirement) or (ii) by the participant for Good
          Reason, then (in the event of either of the foregoing) such
          participant shall be paid, within thirty (30) days following
          such termination of employment, a lump sum cash amount (net
          of any required withholding taxes) equal to such
          participant's Target Award for Fiscal 2000.  Further, with
          respect to a situation in which an incentive award under
          this Plan has been deferred (whether voluntarily by a
          participant, by action of the Committee or by operation of
          the terms of this Plan), if a Change in Control of the
          Company occurs after the end of Fiscal 2000 but prior to the
          payment or distribution to a participant of any such
          incentive award, and a participant's employment with the
          Company and its subsidiaries is terminated after the end of
          the Fiscal 2000 and after such Change in Control occurs and
          such termination is effected (i) by the Company (other than
          for cause, disability (within the meaning of the Company's
          long-term disability plan) or mandatory retirement) or (ii)
          by the participant for Good Reason, then (in the event of
          all of the foregoing) such participant shall be paid, within
          thirty (30) days following such termination of employment, a
          lump sum cash amount (net of any required withholding taxes)
          equal to such participant's Target Award for Fiscal 2000
          notwithstanding any such deferral.

     (e)  In the event a Change in Control of the Company occurs at
          any time during Fiscal 2000, each participant who thereafter
          remains employed by the Company as of the end of Fiscal 2000
          shall receive, in lieu of any other amounts payable
          hereunder, an annual incentive award under this Plan with
          respect to Fiscal 2000 equal to two (2) times his or her
          Target Award for Fiscal 2000.

     (f)  Notwithstanding anything in this Plan to the contrary, this
          Section 8 may not be amended, modified or terminated in a
          manner adverse to the participants during a period of one
          year and two (2) months immediately following a Change in
          Control of the Company.

     (g)  Notwithstanding anything in paragraph (c) of Section 5 to
          the contrary, in the event a Change in Control of the
          Company occurs during Fiscal 2000 then, at any time during
          or with respect to the remainder of Fiscal 2000, the
          Committee may not adjust Performance Objectives or Target
          Awards hereunder in any manner adverse to any one or more of
          the participants.

     (h)  Anything in this Plan to the contrary notwithstanding, in
          the event it shall be determined that any payment or
          distribution by the Company of an incentive award pursuant
          to this Section 8 (any such award referred to herein as a
          "Change of Control Payment") to or for the benefit of a
          participant (determined without regard to any additional
          payments required under this paragraph (h)) would be subject
          to the excise tax imposed by Section 4999 of the Internal
          Revenue Code of 1986, as amended, or any interest or
          penalties are incurred by a participant with respect to such
          excise tax (such excise tax, together with any such interest
          and penalties, are hereinafter collectively referred to as
          the "Excise Tax"), then the participant shall be entitled to
          receive an additional payment (a "Gross-Up Payment") in an
          amount such that, after payment by the participant of all
          taxes, including any interest or penalties imposed with
          respect to such taxes (including, without limitation, any
          income and employment taxes, and any interest and penalties
          imposed with respect thereto, and Excise Tax imposed upon
          the Gross-Up Payment), the participant retains an amount of
          the Gross-Up Payment equal to the Excise Tax imposed upon
          the Change of Control Payment made to the participant
          pursuant to this Plan.  For purposes of determining the
          amount of the Gross-Up Payment, a participant shall be
          deemed to pay federal income taxes at the highest marginal
          rates of federal income taxation for the calendar year in
          which the Gross-Up Payment is to be made and applicable
          state and local income taxes at the highest marginal rate of
          taxation for the calendar year in which the Gross-Up Payment
          is to be made, net of the maximum reduction in federal
          income taxes which could be obtained from deduction of such
          state and local taxes.  All determinations required to be
          made under this paragraph (h), including whether and when a
          Gross-Up Payment is required and the amount of such Gross-Up
          Payment and the assumptions to be utilized in arriving at
          such determination, shall be made by the public accounting
          firm that is retained by the Company as of the date
          immediately prior to the Change in Control (the "Accounting
          Firm"), which Accounting Firm shall provide detailed
          supporting calculations both to the Company and the
          participant within fifteen (15) business days of the receipt
          of notice from the Company or the participant that there has
          been a Change of Control Payment, or such earlier time as is
          requested by the Company (collectively, the
          "Determination").  In the event that the Accounting Firm is
          serving as accountant or auditor for the individual, entity
          or group effecting the Change in Control, the participant
          may appoint another nationally recognized public accounting
          firm to make the determinations required hereunder (which
          accounting firm shall then be referred to as the Accounting
          Firm hereunder).  All fees and expenses of the Accounting
          Firm shall be borne solely by the Company and the Company
          shall enter into any reasonable agreement requested by the
          Accounting Firm in connection with the performance of the
          services hereunder.  The Gross-Up Payment under this
          paragraph (h) should be made within thirty (30) days of any
          Change of Control Payment.  If the Accounting Firm
          determines that no Excise Tax is payable by the participant,
          it shall furnish the participant with a written opinion that
          failure to report the Excise Tax on the participant's
          applicable federal income tax return would not result in the
          imposition of a negligence or similar penalty.  The
          Determination by the Accounting Firm shall be binding upon
          the Company and the participant.  As a result of the
          uncertainty in the application of Section 4999 of the Code
          at the time of the Determination, it is possible that Gross-
          Up Payments will be made by the Company which should not
          have been made ("Overpayment"), consistent with the
          calculations required to be made hereunder.  In the event
          that the participant thereafter is required to make payment
          of any additional Excise Tax, the Accounting Firm shall
          determine the amount of the Underpayment that has occurred
          and any such Underpayment (together with interest at the
          rate provided in Section 1274(b)(2)(B) of the Code) shall be
          promptly paid by the Company to or for the benefit of the
          participant.  In the event the amount of the Gross-Up
          Payment exceeds the amount necessary to reimburse the
          participant for his Excise Tax, the Accounting Firm shall
          determine the amount of the Overpayment that has been made
          and any such Overpayment (together with interest at the rate
          provided in Section 1274(b)(2) of the Code) shall be
          promptly paid by the participant to or for the benefit of
          the Company.  The participant shall cooperate, to the extent
          his expenses are reimbursed by the Company, with any
          reasonable requests by the Company in connection with any
          contests or disputes with the Internal Revenue Service in
          connection with the Excise Tax.  The provisions of this
          paragraph (h) shall be coordinated with any substantially
          similar provisions contained in any plan or agreement
          covering the participant and calling for payment by the
          Company (under appropriate circumstances) of any bonus,
          award, benefit or other compensation, with the intent and
          effect that the participant shall be made whole for the
          effect of all Excise Taxes levied on the participant as a
          consequence of payments made under such plans or agreements
          but shall not receive any windfall or double payment.

     (i)  Any payments made by the Company to a participant pursuant
          to either Sections 8(d) or 8(e) above shall be deemed to be
          in lieu of and not in addition to any amounts a participant
          might otherwise be entitled to receive pursuant to the
          provisions of Section 7 hereof.

9.   Forfeiture of Awards.  The Committee may, in its sole discretion,
     --------------------
     in the event of a serious breach of conduct by a participant
     (including, without limitation, any conduct prejudicial to or in
     conflict with the Company or its subsidiaries) or any activity of
     a participant in competition with the business of the Company or
     any subsidiary, (i) cancel any incentive award, in whole or in
     part, whether or not vested or deferred, and/or (ii) if such
     conduct or activity occurs within one (1) year following the
     payment of any incentive award, require the participant to repay
     to the Company some or all of the amount of any incentive award.
     Such cancellation or repayment obligation shall be effective as
     of the date specified by the Committee, and the Committee may
     provide for an offset to any future payments owed by the Company
     or any subsidiary to the participant under this Plan if necessary
     to satisfy the repayment obligation.  The determination of
     whether a participant has engaged in a serious breach of conduct
     or any activity in competition with the business of the Company
     or any subsidiary shall be determined by the Committee in good
     faith and in its sole discretion.

10.  Miscellaneous.
     -------------
     (a)  By action of the Board of Directors, the Plan may be amended
          at any time and from time to time, or terminated at any
          time, provided, however, that no such amendment shall divest
          any participant of rights which have been accrued under the
          Plan.

     (b)  The rights of a participant under the Plan are personal to
          the participant and to any person or persons who may become
          entitled to distributions or payments under the Plan by
          reason of the death of the participant, and the rights of
          the participant or any such person under the Plan shall not
          be subject to voluntary or involuntary alienation,
          assignment or transfer by the participant or any such person
          or persons.

     (c)  The obligations of the Company under the Plan shall be
          binding upon any successor corporation or organization which
          shall succeed to substantially all of the assets and
          business of the Company and the term "Company" wherever used
          in this Plan shall mean and include any such corporation or
          organization after such succession.

     (d)  No participant shall have any right to be retained in the
          employ of the Company by virtue of participation in the
          Plan.

     (e) If, at any time prior to the payment or delivery of any
         incentive awards under this Plan, mandatory wage controls
         are in effect which, in the opinion of counsel to the
         Company, are applicable to this Plan and would make such
         incentive awards or the payments or delivery thereof in
         accordance with the Plan illegal, the Committee shall reduce
         the amount of such incentive awards, payments or deliveries
         in such manner and to such extent (including elimination of
         such incentive awards) as, in its sole judgment, are
         necessary or advisable in order to comply with such
         applicable law.  If, at any time prior to such payment or
         delivery under the Plan, voluntary wage controls are in
         effect under any federal policy with respect to wage
         controls and if any such incentive awards or the payments or
         delivery thereof as provided for in the Plan would, in the
         opinion of counsel to the Company, exceed applicable
         guidelines established under such voluntary controls, the
         Committee may, in its absolute discretion and if it deems it
         to be in the interest of the Company, reduce or eliminate
         the amount of such incentive awards, payments or deliveries
         in such manner and to such extent as it deems advisable.

     (f) This Plan is intended to constitute an "unfunded" plan for
         incentive and deferred compensation.  Nothing contained in
         this Plan shall give the participants any rights with
         respect to any incentive award that are greater than those
         of a general creditor of the Company.

     (g) This Plan sets forth all of the terms and conditions
         applicable to its subject matter and no other prior or
         future plan, agreement or understanding, whether written or
         oral, shall have any effect on the interpretation, validity
         or enforceability hereof.

     (h) Unless the context otherwise requires, words in the singular
         include the plural and words in the plural include the
         singular.

     (i) The Plan shall be governed by and construed in accordance
         with the laws of the State of New York, regardless of the
         effect of such state's conflict of laws principles.


IN WITNESS WHEREOF, Mallinckrodt Inc. has caused this instrument to be
executed, effective as of July 22, 1999.


                              Mallinckrodt Inc.

                              By: /s/ BRUCE K. CROCKETT
                              ------------------------
                              Bruce K. Crockett
                              Its:  Vice-President, Human Resources



(Corporate Seal)




ATTEST:


By: /s/ ROGER A. KELLER
-----------------------
Roger A. Keller
Its: Vice-President, Secretary and General Counsel